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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 29.14 | 05/15/2012 | D | 135,000 | 03/09/2011 | 02/15/2018 | Class A Common Stock | 135,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $ 29.14 | 05/15/2012 | D | 90,000 | 03/13/2012 | 02/15/2018 | Class A Common Stock | 90,000 | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Wilhelm Mark Andrew C/O SAFETY NATIONAL CASUALTY CORPORATION 1832 SCHUETZ ROAD ST. LOUIS, MO 63146 |
CEO of Safety National | |||
| Chad W. Coulter, Attorney-in-Fact for Mark Wilhelm | 05/17/2012 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger dated as of December 21, 2011 by and among the issuer, Tokio Marine Holdings, Inc. ("Tokio Marine") and TM Investment (Delaware) Inc. (the "Merger Agreement"), pursuant to which each of the shares was converted into the right to receive $43.875 in cash. In addition, pursuant to the terms of the Merger Agreement, a special cash dividend of $1.00 per share was paid in respect of such shares on May 16, 2012. |
| (2) | Pursuant to the terms of the Merger Agreement, such option was cancelled in exchange for the right to receive a cash payment equal to the amount by which $44.875 exceeded the exercise price per share of such option, multiplied by the number of shares of Class A Common Stock underlying such option. |
| (3) | Pursuant to the Merger Agreement, the performance-based vesting conditions applicable to this option were deemed satisfied and such option was converted into the right to receive $44.875 in cash, which will vest and be paid on December 31, 2012, subject to the reporting person's continued provision of services to Tokio Marine and its affiliates through such date, subject, in the event of certain terminations of employment occurring prior to such date, to accelerated vesting and payment. |